Exhibit 10.2


 


SEPARATION
AGREEMENT AND RELEASE


 


This Separation Agreement
and Release (“Agreement”) is made by and between Craig Collins (“Employee”) and
Advent Software, Inc. (the “Company”) (jointly referred to as the “Parties”
or individually referred to as a “Party”).


 


RECITALS


 


WHEREAS,
Employee entered into at-will employment with the Company pursuant to the terms
of an offer letter dated December 5, 2007 (the “Employment Agreement”);


 


WHEREAS,
Employee entered into an Employment, Confidentiality and Assignment of
Inventions Agreement with the Company on December 31, 2007 (the “Confidentiality
Agreement”);


 


WHEREAS,
Employee is covered by the Company Executive Severance plan, effective March 14,
2006, as amended by the Employment Agreement (the “Severance Plan”);


 


WHEREAS, the Company and Employee have entered into a
Stock Appreciation Right Agreement, dated January 15, 2008, granting
Employee a contingent right to receive shares of the Company’s common stock (the
“SARs”) subject to the terms and conditions of the Company’s 2002 Stock Plan (the
“Plan”) and the Stock Appreciation Right Agreement (collectively the “SAR
Agreement”);


 


WHEREAS, the
Company terminated Employee’s employment with the Company effective July 31,
2008 (the “Separation Date”); and


 


WHEREAS, the
Parties wish to resolve any and all disputes, claims, complaints, grievances,
charges, actions, petitions, and demands that the Employee may have against the
Company and any of the Releasees as defined below, including, but not limited
to, any and all claims arising out of or in any way related to Employee’s
employment with or separation from the Company;


 


NOW,
THEREFORE, in consideration of the mutual promises made herein, the Company and
Employee hereby agree as follows:


 


COVENANTS


 


1.                                       Consideration.  Provided that Employee executes
and does not revoke this Agreement, the Company agrees to provide Employee with
the severance benefits under Section 4 of the Severance Plan, as follows:


 


a.                                       Cash.  The Company agrees to pay Employee a total of
$300,000 dollars at the rate of $25,000 per month,
less applicable withholding, over a period of one (1) year from the first
regular payroll date following the Separation Date, in accordance with the
Company’s regular payroll practices.


 


b.                                      Stock.  The Company agrees that, as of the Separation
Date, vesting of Employee’s then unvested SARs shall be accelerated by twelve
(12) months.  Accordingly, 


 


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Employee shall be deemed,
following such acceleration, to have vested in: 60,000 SARs pursuant to the SAR
Agreement dated January 15, 2008. 
In addition, the Company agrees that the exercise period for the vested
SARs shall be extended until the twelve (12) month anniversary of the
Separation Date.  Other than the changes
described in this paragraph, the exercise of Employee’s vested SARs and shares acquired
pursuant thereto shall continue to be governed by the terms and conditions of
the Plan and the SAR Agreement.


 


c.                                       Benefits.  Subject to the Employee timely electing
continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985 (“COBRA”), the Company shall pay 100% of Employee’s COBRA premiums for
Employee and his covered dependents for a period of eighteen (18) months
following the Separation Date (or, if earlier, until the Employee and his
covered dependents becoming covered under a substantially similar group health
plan of a new employer).


 


d.                                      Accrued
Payments.  The Company agrees to pay
Employee, Employee’s accrued but unpaid salary through the Separation
Date.  The Company also agrees to pay the
Employee for any unreimbursed business expenses required to be reimbursed to
Employee pursuant to the Company’s normal and customary business expense
reimbursement procedures


 


2.                                       Payment of Salary and Receipt of All Benefits.  Employee
acknowledges and represents that, other than the consideration set forth in
this Agreement, the Company has paid or provided all salary, wages, bonuses,
accrued vacation/paid time off, premiums, leaves, housing allowances,
relocation costs, interest, severance, outplacement costs, fees, reimbursable
expenses, commissions, stock, stock options, vesting, and any and all other
benefits and compensation due to Employee.


 


3.                                       Release of Claims.  Employee
agrees that the foregoing consideration represents settlement in full of all
outstanding obligations owed to Employee by the Company and its current and
former officers, directors, employees, agents, investors, attorneys,
shareholders, administrators, affiliates, benefit plans, plan administrators,
insurers, trustees, divisions, and subsidiaries, and predecessor and successor
corporations and assigns (collectively, the “Releasees”).  Employee, on his own behalf and on behalf of
his respective heirs, family members, executors, agents, and assigns, hereby
and forever releases the Releasees from, and agrees not to sue concerning, or
in any manner to institute, prosecute, or pursue, any claim, complaint, charge,
duty, obligation, demand, or cause of action relating to any matters of any
kind, whether presently known or unknown, suspected or unsuspected, that
Employee may possess against any of the Releasees arising from any omissions,
acts, facts, or damages that have occurred up until and including the Effective
Date of this Agreement, including, without limitation:


 


a.                                       any
and all claims relating to or arising from Employee’s employment relationship
with the Company and the termination of that relationship;


 


b.                                      any
and all claims relating to, or arising from, Employee’s right to purchase, or
actual purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under
any state or federal law;


 


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c.                                       any
and all claims for wrongful discharge of employment; termination in violation
of public policy; discrimination; harassment; retaliation; breach of contract,
both express and implied; breach of covenant of good faith and fair dealing,
both express and implied; promissory estoppel; negligent or intentional
infliction of emotional distress; fraud; negligent or intentional
misrepresentation; negligent or intentional interference with contract or
prospective economic advantage; unfair business practices; defamation; libel;
slander; negligence; personal injury; assault; battery; invasion of privacy;
false imprisonment; conversion; and disability benefits;


 


d.                                      any
and all claims for violation of any federal, state, or municipal statute,
including, but not limited to, Title VII of the Civil Rights Act of 1964;
the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans
with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act,
except as prohibited by law; the Fair Credit Reporting Act; the Age Discrimination
in Employment Act of 1967; the Older Workers Benefit Protection Act;  the Employee Retirement Income Security
Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family
and Medical Leave Act, except as prohibited by law; the Sarbanes-Oxley Act of
2002; the California Family Rights Act; the California Labor Code, except as
prohibited by law; the California Workers’ Compensation Act, except as
prohibited by law; and the California Fair Employment and Housing Act;


 


e.                                       any
and all claims for violation of the federal or any state constitution;


 


f.                                         any
and all claims arising out of any other laws and regulations relating to
employment or employment discrimination;


 


g.                                      any
claim for any loss, cost, damage, or expense arising out of any dispute over
the non-withholding or other tax treatment of any of the proceeds received by
Employee as a result of this Agreement; and


 


h.                                      any
and all claims for attorneys’ fees and costs.


 


Employee agrees that the
release set forth in this section shall be and remain in effect in all respects
as a complete general release as to the matters released.  This release does not extend to any
obligations incurred under this Agreement. 
This release does not release claims that cannot be released as a matter
of law, including, but not limited to:  (1) Employee’s right to file a charge with or
participate in a charge by the Equal Employment Opportunity Commission, or any
other local, state, or federal administrative body or government agency that is authorized to
enforce or administer laws related to employment, against the Company (with the
understanding that any such filing or participation does not give Employee the
right to recover any monetary damages against the Company; Employee’s release
of claims herein bars Employee from recovering such monetary relief from the
Company); (2) claims under Division 3, Article 2 of the
California Labor Code (which includes California Labor Code section 2802
regarding indemnity for necessary expenditures or losses by employee); and (3) claims
prohibited from release as set forth in California Labor Code section 206.5
(specifically “any claim or right on account of wages due, or to become due, or
made as an advance on wages to be earned, unless payment of such wages has been
made”).  Employee represents that he has
made no assignment or transfer of any right, claim, complaint, charge, duty,
obligation, demand, cause of action, or other matter waived or released by this
Section.


 


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4.                                       Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that he is waiving and
releasing any rights he may have under the Age Discrimination in Employment Act
of 1967 (“ADEA”), and that this waiver and release is knowing and
voluntary.  Employee agrees that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement.  Employee acknowledges that the consideration
given for this waiver and release is in addition to anything of value to which
Employee was already entitled.  Employee
further acknowledges that he has been advised by this writing that: (a) he
should consult with an attorney prior to executing this Agreement; (b) he
has twenty-one (21) days within which to consider this Agreement; (c) he
has seven (7) days following his execution of this Agreement to revoke this
Agreement; (d) this Agreement shall not be effective until after the
revocation period has expired; and (e) nothing in this Agreement prevents
or precludes Employee from challenging or seeking a determination in good faith
of the validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties, or costs for doing so, unless specifically authorized by
federal law.  In the event Employee signs
this Agreement and returns it to the Company in less than the 21-day period
identified above, Employee hereby acknowledges that he has freely and voluntarily
chosen to waive the time period allotted for considering this Agreement.


 


5.                                       California Civil Code Section 1542.  Employee
acknowledges that he has been advised to consult with legal counsel and is
familiar with the provisions of California Civil Code Section 1542, a
statute that otherwise prohibits the release of unknown claims, which provides
as follows:


 


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.


 


Employee,
being aware of said code section, agrees to expressly waive any rights he may
have thereunder, as well as under any other statute or common law principles of
similar effect.


 


6.                                       No Pending or Future Lawsuits.  Employee
represents that he has no lawsuits, claims, or actions pending in his name, or
on behalf of any other person or entity, against the Company or any of the
other Releasees.  Employee also
represents that he does not intend to bring any claims on his own behalf or on
behalf of any other person or entity against the Company or any of the other
Releasees.


 


7.                                       Application for Employment.  Employee
understands and agrees that, as a condition of this Agreement, Employee shall
not be entitled to any employment with the Company, and Employee hereby waives
any right, or alleged right, of employment or re-employment with the
Company.  Employee further agrees not to
apply for employment with the Company and not otherwise pursue an independent
contractor or vendor relationship with the Company.


 


8.                                       Confidentiality.  Employee agrees to maintain in
complete confidence the existence of this Agreement, the contents and terms of
this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as “Separation Information”).  Except as required by 


 


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law,
Employee may disclose Separation Information only to his immediate family
members, the Court in any proceedings to enforce the terms of this Agreement,
Employee’s undersigned counsel, and Employee’s accountant and any professional
tax advisor to the extent that they need to know the Separation Information in
order to provide advice on tax treatment or to prepare tax returns, and must
prevent disclosure of any Separation Information to all other third parties.  Employee agrees that he will not publicize,
directly or indirectly, any Separation Information.


 


9.                                       Trade Secrets and Confidential Information/Company
Property.  Employee reaffirms and agrees to observe and
abide by the Confidentiality Agreement, the terms of which are attached hereto
as Exhibit A, specifically including the provisions therein
regarding nondisclosure of the Company’s trade secrets and confidential and
proprietary information.  Employee’s signature
below constitutes his certification under penalty of perjury that he has
returned all documents and other items provided to Employee by the Company,
developed or obtained by Employee in connection with his employment with the
Company, or otherwise belonging to the Company.


 


10.                                 No Cooperation.  Employee agrees that he will not
knowingly encourage, counsel, or assist any attorneys or their clients in the
presentation or prosecution of any disputes, differences, grievances, claims,
charges, or complaints by any third party against any of the Releasees, unless
under a subpoena or other court order to do so or as related directly to the
ADEA waiver in this Agreement.  Employee
agrees both to immediately notify the Company upon receipt of any such subpoena
or court order, and to furnish, within three (3) business days of its
receipt, a copy of such subpoena or other court order.  If approached by anyone for counsel or
assistance in the presentation or prosecution of any disputes, differences,
grievances, claims, charges, or complaints against any of the Releasees,
Employee shall state no more than that he cannot provide counsel or assistance.


 


11.                                 Nondisparagement.  Employee and Company agree to
refrain from any disparagement, defamation, libel, or slander of any of the
Releasees, and agrees to refrain from any tortious interference with the
contracts and relationships of any of the Releasees.  Employee shall direct any inquiries by
potential future employers to the Company’s human resources department, which
shall use its best efforts to provide only the Employee’s last position and
dates of employment.


 


12.                                 Breach.  In addition to the rights
provided in the “Attorneys’ Fees” section below, Employee acknowledges and
agrees that any material breach of this Agreement, unless such breach
constitutes a legal action by Employee challenging or seeking a determination
in good faith of the validity of the waiver herein under the ADEA, or of any
provision of the Confidentiality Agreement shall entitle the Company
immediately to recover and/or cease providing the consideration provided to
Employee under this Agreement and to obtain damages, except as provided by law.


 


13.                                 No Admission of Liability.  Employee
understands and acknowledges that this Agreement constitutes a compromise and
settlement of any and all actual or potential disputed claims by Employee.  No action taken by the Company hereto, either
previously or in connection with this Agreement, shall be deemed or construed
to be (a) an admission of the truth or falsity of any actual or potential
claims or (b) an acknowledgment or admission by the Company of any fault
or liability whatsoever to Employee or to any third party.


 


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14.                                 Costs.  The Parties shall each bear their
own costs, attorneys’ fees, and other fees incurred in connection with the
preparation of this Agreement.


 


15.                                 ARBITRATION.  THE PARTIES AGREE THAT ANY AND ALL
DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND
ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN
FRANCISCO COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”),
PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”).  THE ARBITRATOR MAY GRANT INJUNCTIONS AND
OTHER RELIEF IN SUCH DISPUTES.  THE
ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH
CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND THE
ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE
OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY
JURISDICTION.  TO THE EXTENT THAT THE
JAMS RULES CONFLICT WITH CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE
PRECEDENCE.  THE DECISION OF THE
ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE
ARBITRATION.  THE PARTIES AGREE THAT THE
PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN
ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD.  THE PARTIES TO THE ARBITRATION SHALL EACH PAY
AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY
SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED,
HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE
PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. 
THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE
BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.  NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL
NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER
PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE
SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE AGREEMENTS
INCORPORATED HEREIN BY REFERENCE.  SHOULD
ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT
WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE
THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.


 


16.                                 Tax Consequences.  The Company makes no
representations or warranties with respect to the tax consequences of the
payments and any other consideration provided to Employee or made on his behalf
under the terms of this Agreement. 
Employee agrees and understands that he is responsible for payment, if
any, of local, state, and/or federal taxes on the payments and any other
consideration provided hereunder by the Company and any penalties or
assessments thereon.  Employee further
agrees to indemnify and hold the Company harmless from any claims, demands,
deficiencies, penalties, interest, assessments, executions, judgments, or
recoveries by any government agency against the Company for any amounts claimed
due on account of (a) Employee’s failure to pay or delayed payment of
federal or state taxes, or (b) damages sustained by the Company by reason
of any such claims, including attorneys’ fees and costs.


 


6

















 


17.                                 Authority.  The Company represents and
warrants that the undersigned has the authority to act on behalf of the Company
and to bind the Company and all who may claim through it to the terms and
conditions of this Agreement.  Employee
represents and warrants that he has the capacity to act on his own behalf and
on behalf of all who might claim through him to bind them to the terms and
conditions of this Agreement.  Each Party
warrants and represents that there are no liens or claims of lien or
assignments in law or equity or otherwise of or against any of the claims or
causes of action released herein.


 


18.                                 No Representations.  Employee
represents that he has had an opportunity to consult with an attorney, and has
carefully read and understands the scope and effect of the provisions of this
Agreement.  Employee has not relied upon
any representations or statements made by the Company that are not specifically
set forth in this Agreement.


 


19.                                 Severability.  In the event that any provision
or any portion of any provision hereof or any surviving agreement made a part
hereof becomes or is declared by a court of competent jurisdiction or
arbitrator to be illegal, unenforceable, or void, this Agreement shall continue
in full force and effect without said provision or portion of provision.


 


20.                                 Attorneys’ Fees.  Except with regard to a legal
action challenging or seeking a determination in good faith of the validity of
the waiver herein under the ADEA,  in the event
that either Party brings an action to enforce or effect its rights under this
Agreement, the prevailing Party shall be entitled to recover its costs and
expenses, including the costs of mediation, arbitration, litigation, court fees,
and reasonable attorneys’ fees incurred in connection with such an action.


 


21.                                 Entire Agreement.  This Agreement, along with the
Confidentiality Agreement, Employment Agreement, the Plan and SAR Agreement,
represent the entire agreement and understanding between the Company and
Employee concerning the subject matter of this Agreement and Employee’s
employment with and separation from the Company and the events leading thereto
and associated therewith, and supersedes and replaces any and all prior
agreements and understandings concerning the subject matter of this Agreement
and Employee’s relationship with the Company.


 


22.                                 No Oral Modification.  This
Agreement may only be amended in a writing signed by Employee and the Company’s
Chief Executive Officer.


 


23.                                 Governing Law.  This Agreement shall be governed
by the laws of the State of California, without regard for choice-of-law
provisions. Employee consents to personal and exclusive jurisdiction and venue
in the State of California.


 


24.                                 Effective Date.  Each Party has seven (7) days
after that Party signs this Agreement to revoke it.  This Agreement will become effective on the eighth (8th)
day after Employee signed this Agreement, so long as it has been signed by the
Parties and has not been revoked by either Party before that date (the “Effective
Date”).


 


25.                                 Counterparts.  This Agreement may be executed in
counterparts and by facsimile, and each counterpart and facsimile shall have
the same force and effect as an original and shall constitute an effective,
binding agreement on the part of each of the undersigned.


 


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26.                                 Voluntary Execution of Agreement.  Employee
understands and agrees that he executed this Agreement voluntarily, without any
duress or undue influence on the part or behalf of the Company or any third
party, with the full intent of releasing all of his claims against the Company
and any of the other Releasees.  Employee
acknowledges that:


 


(a)                                 he
has read this Agreement;


 


(b)                                he
has been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of his own choice or has elected not to retain legal
counsel;


 


(c)                                 he
understands the terms and consequences of this Agreement and of the releases it
contains; and


 


(d)                                he
is fully aware of the legal and binding effect of this Agreement.


 


IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below.


 


 


	
  Dated:   July 28, 2008

  	
   /s/ Craig Collins

  
	
   

  	
  Craig Collins

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVENT SOFTWARE,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:   July 28, 2008

  	
  By

  	
   /s/ John P. Brennan

  
	
   

  	
   

  	
  John P. Brennan

  
	
   

  	
   

  	
  Vice President,
  Human Resources

  
				



 


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Exhibit A


 


ADVENT SOFTWARE, INC.


EMPLOYMENT, CONFIDENTIALITY AND ASSIGNMENT


OF INVENTIONS AGREEMENT


 


I, the undersigned, in part consideration for wages
or salary paid to me in connection with my employment by ADVENT SOFTWARE, INC.,
a Delaware corporation or one or more of its affiliates or subsidiaries (“Company”)
acknowledge and agree as follows:


 


1.                                       Term
and Termination.  I understand,
acknowledge and agree that my employment with the Company is for an unspecified
duration and constitutes at-will employment within the meaning of California
Labor Code Section 2922.  I
acknowledge and agree that this employment relationship may be terminated at
any time, with or without cause, at the option either of the Company or myself,
with or without advanced notice.


 


I
understand and agree that my satisfactory performance of the duties designated
by the Company is the sole consideration for the salary and benefits paid by
the Company.  I further understand and
agree that neither my job performance (whether satisfactory or exemplary) nor
promotions, commendations, bonuses, stock, stock rights, or the like from the
Company give rise to or establish an obligation on the part of either the
Company or myself to continue my employment or in any way serve as the basis
for modification, amendment, or extension, by implication or otherwise, of this
Agreement.  This Agreement cannot be
modified, amended, or extended except in writing executed by the President of
the Company, or someone designated by the President, and by me.


 


2.                                       Inventions.


 


2.1                                 Ownership
of Inventions.


 


All designs, improvements, inventions and
discoveries, including computer software and source codes, (“Inventions”)
conceived or made by me during the term of my employment which are related to
the business of the Company or to research and development in which it is
engaged are the sole property of the Company. 
“Inventions” do not include any designs, improvements, inventions or
discoveries for which no equipment, supplies, facilities or trade secret
information of the Company were used and which were developed entirely on my
own time and (a) which do not related to the Company’s business or the
Companies actual or demonstrably anticipated research or development, or (b) which
do not result from any work performed by me for the Company.  THIS AGREEMENT DOES NOT APPLY TO ANY
INVENTION WHICH QUALIFIES FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE
2870.


 


I do not own or claim any
patent rights or inventions other than those listed on the attached Exhibit “A”
which are reserved to me and excluded from the terms of this Agreement.


 


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2.2                                 Disclosure
of Inventions.


 


I will disclose promptly to
the President of the Company or to someone designated by the President all
Inventions which I alone or with others may conceive or make, and I hereby
assign and agree to assign all my right and interest in the Inventions to
others without the express written consent of the Company.  If in the course of my employment with the
Company, I incorporate into a Company product or process a prior Invention
owned by me or which I have an interest, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide
license to make, have made, modify, use and sell such prior Invention as part
of or in connection with such product or process.


 


2.3                                 Assignment
of Inventions.


 


During my employment by the Company or at any time
thereafter, I will, upon request of the Company, execute specific assignment of
any of the Inventions and will execute all papers and perform all acts which
the Company deems necessary or advisable for obtaining or maintaining patents
for the Inventions in the United States or foreign countries and for the
transfer of interests in the Inventions, and I will execute any papers which
shall be necessary to vest title to the Inventions and patents in the Company.


 


3.                                       Other
Agreements.


 


I have
not entered into any assignment of inventions, confidentiality, or similar
agreement other than those of which copies are attached as Exhibit “B”.  I represent that my performance of all the
terms of this Agreement and that my employment by the Company does not and will
not breach any agreement to keep in confidence proprietary information acquired
by me in confidence or trust prior to my employment by the Company.  I have not brought and will not bring with me
to the Company or use in the performance of my responsibilities at the Company
any equipment, supplies, facility, or trade secret information of any former
employer, which are not generally available to the public, unless I have
obtained written authorization for their possession and use.


 


In
addition, prior to beginning my job responsibilities with the Company, I have
performed a complete search of my home(s), office(s), automobile(s), computers,
electronic devices, and cellular and other phones for any property, including
trade secrets and confidential information, that may belong to any former employer
or other third party.  I understand that
even the inadvertent possession of such third party property may increase the
risk that the Company may be sued. 
Accordingly, I have searched for, amongst other things, hard copy
documents, email, telephone numbers, contact information, equipment, devices
and computer files, and I have destroyed or returned all such property to such
third parties, and no longer retain any such property.


 


4.                                       Confidentiality
– Trade Secrets.


 


I
understand that during my employment, I will have access to and become
acquainted with various Company trade secrets, including but not limited to
source codes and programs for the Company’s software products, software
products under development, business accounts, customer lists, employee and
client information, office forms, interCompany correspondence, training
materials, customer services materials, marketing and advertising materials,
the identities of 


 


10

















 


customers, business
vendors and consultants; information, knowledge, trade secrets, data or
know-how belonging to third parties in the Company’s possession; and Inventions
conceived, originated, discovered or developed by me (collectively “Trade
Secrets”).  I further understand that
Trade Secrets do not include any of the foregoing items which have become
publicly known and generally made available through no wrongful act of mine or
of others who were under confidentiality obligations as to the item or items
involved.


 


I
acknowledge that Trade Secrets are secret, confidential and proprietary to the
Company and will have been disclosed to me or obtained by me in confidence and
trust for the sole purpose of using the same for the sole benefit of the
Company and its customers.  During and
after my employment (other than in the course of my job duties) I will keep
confidential and agree not to disclose to others, or take or use for my own
purposes or purposes of others, during or after my employment, the Trade
Secrets.


 


4.1                                 Ownership
of Customer Records.


 


I acknowledge that my relationship with customers
may make me privy to information that generally is not public knowledge.  All such information and any record relating
in any manner whatsoever to the customers of the Company, whether prepared by
me or otherwise, shall be the exclusive property of the Company.  I shall immediately return to the Company all
such records upon request and also upon termination of my employment.


 


4.2                                 Noncompetition
During Employment.


 


I understand that the Company expects me to devote
full energies, efforts, and abilities to my employment with the Company.  During my employment I shall not, without the
express written consent of the Company, directly or indirectly, either as an independent
Contractor, employee, employer, consultant, agent principal, partner,
stockholder, corporate officer, director, or in any other individual or
representative capacity, engage or participate in any business that is in
competition in any manner whatsoever with the business of the Company,
including but not limited to portfolio management software for personal
computers and software customization and support services for the Company’s
software users.


 


4.3                                 Restrictions
on Soliciting Employees.


 


During my employment and for a period of one year
immediately following my employment, I shall not, directly or indirectly,
engage or participate in the solicitation or attempt to solicit fellow
employees to work for any business that is in competition in any manner
whatsoever with the Company’s business.


 


4.4                                 Restrictions
on Soliciting Customers.


 


I acknowledge and agree that the names and addresses
of the Company’s customers may constitute Trade Secrets and that the sale or
unauthorized use or disclosure, either during or after the term of my employment,
of any of the Company’s Trade Secrets that I obtained during the course of my
employment constitutes unfair competition. 
I agree not to engage in any unfair competition with the Company.


 


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I agree that I will not, for a period of two years
immediately following the termination of employment, and to the extent that any
Company customer information constitutes a trade secret under California law,
either directly or indirectly (1) make known to any person, firm, or
corporation the names and addresses of any of the Company’s customers or any
other information pertaining to them; or (2) on my behalf or that of any
other person, firm or corporation, call on, solicit, or take away, or attempt
to call on, solicit, or take away any of the Company’s customers with whom I
became acquainted during the course of my employment.


 


4.5                                 Return
of Documents, Materials, and Equipment.


 


I agree that upon the Company’s request and also on
termination of my employment, I will return to the Company all documents,
materials, and equipment belonging to the Company, and all Trade Secrets,
Inventions and confidential information, including copies, and documents based
in whole or in part on such trade secrets and/or confidential information.


 


5.                                     Injunctive
Relief and Attorneys Fees.


 


I recognize that my failure to adhere to the terms
of this Agreement will cause the Company irreparable damage for which monetary
damages alone would be inadequate compensation. 
Without in any way limiting other remedies available to the Company, I
agree that, if I breach or threaten to breach this Agreement, the Company shall
have the right to obtain in injunction against me in a court of competent
jurisdiction restraining such breach or threatened breach and to specific
performance of any provision of this Agreement. 
I further agree that no bond or other security will be required in
obtaining such equitable relief and I hereby consent to the issuance of such
injunction and to the ordering of specific performance.  I hereby further consent to the personal
jurisdiction of the state and federal courts located in California for any
lawsuit filed there against me by the Company arising from or relating to this
Agreement.


 


If any legal action, including an action for
injunctive or declaratory relief, is brought to enforce the provisions of this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys’ fees from the other party. 
Such attorneys’ fees shall be in addition to any other relief to which
the prevailing party may be entitled.


 


6.                                     Miscellaneous.


 


6.1                                 Entire
Agreement.


 


This
Agreement supersedes any prior agreement, representations or promises of any
kind, whether written, oral, express or implied, concerning the subject matter
of this Agreement, and it constitutes the full, complete and exclusive
agreement between me and the Company on the subject matter of this Agreement.


 


6.2                                 Choice
of Law.


 


This Agreement shall be governed by the laws of the
State of California.


 


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6.3                                 Severability.


 


If any provision of this Agreement is held to be
invalid or unenforceable, that provision, and the remainder of this Agreement
shall be enforced to the extent permitted by California law.


 


6.4                                 Binding
Effect.


 


This Agreement shall be binding upon me, my heirs,
executors, assignees and administrators and shall inure to the benefit of the
Company, its successors and assigns.


 


6.5                                 Arbitration.


 


Subject to Section 5, I agree that any dispute
or controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, will be settled by arbitration to be
held in San Francisco, California, in accordance with the rules then in
effect of the American Arbitration Association. 
The arbitrator may grant injunctions or other relief in such dispute or
controversy.  The decision of the
arbitrator will be final, conclusive and binding on the parties to the
arbitration.  Judgment may be entered on
the arbitrator’s decision in any court having jurisdiction.  The Company and I will each pay one-half of
the costs and expenses of such arbitration, and each of us will separately pay
our counsel fees and expenses.


 


6.6                                 Effective
Date.


 


This Agreement shall be effective as of the date
first set forth below.


 


Signed


 


	
  /s/ Craig B.
  Collins

  	
   

  
	
   

  	
   

  
	
  Print Name

  	
   

  
	
   

  	
   

  
	
  Craig B. Collins

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  
	
   

  	
   

  
	
  July 28,
  2008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO:

  	
   

  
	
   

  	
   

  
	
  ADVENT SOFTWARE,
  INC.

  	
   

  



 


	
   

  
	
  BY:

  	
  /s/ John Brennan

  	
   

  
	
  Its

  	
  VP HR

  	
   

  



 


13

















 


EXHIBIT A


 


EMPLOYEE PATENT RIGHTS AND INVENTIONS


 


14

















 


EXHIBIT B


 


EXISTING EMPLOYEE
CONFIDENTIALITY AND ASSIGNMENT OF 

INVENTION AGREEMENTS


 


15